Seamless Distribution AB: Interim Report, Third Quarter of 2017

STOCKHOLM, Nov. 15, 2017 /PRNewswire/ --July – September 2017
The numbers refer to the remaining operations

• Net sales for the period SEK 31.5 million (37.8)
• Operating result for the period after nonrecurring items attributable to restructuring SEK -12 932 million
• Operating loss for the period SEK -33.5 million (-10.8)
• Loss after tax for the period SEK -63 million (-11)
• Earnings per share SEK -1.07 (-0.20)
• Cash flow before changes in working capital for the period SEK -40.7 million (-22.4)

CEO´s COMMENT

Q3 saw the beginning of the transformation of Seamless, following the spin-out of the former group company SDS. The change in CEO and senior Management by the Board triggered a series of actions across the Company's activities.

In line with recent announcements, the Board and Management have initiated the process of shifting the Company's focus from B2C to B2B activities. Through the shift, the SEQR B2C offering will be wound down, preferably in the form of a sale, and going forward the Company will focus on the B2B operations within MeaWallet and eProducts. This report is structured to support the Company's new focus on B2B.

By the shift to B2B we can focus on activities we believe can deliver strong growth in profits in the period ahead. The winding down of the B2C offering will also result in important cash burn reductions. Activities related to the winding down have resulted in substantial restructuring costs in Q3.

Operationally, Q3 saw considerable focus on cost, with headcount reductions across most activities, with the aim to substantially reduce net cash burn. As redundancy costs are steadily reduced, we anticipate the benefits of these cost reductions to be seen strongly as of Q1 2018.

Within our B2B operations, both MeaWallet and eProducts showed progress. MeaWallet continued to expand its pipeline of potential orders, and eProducts aggressively addressed low and negative margin business.

As announced recently in the call for an EGM (which will be held on 24th November), it is critical that we complete the financial and operational stabilisation of the company. As a result of the spin-out of SDS, the Company has considerable financial assets linked to SDS; the Company still owns 23.3 % of the shares in SDS, and the Company also has a claim against SDS of SEK 50 million, based on a loan agreement which provides for an interest rate of 8 % per annum. Although the shares and the loan represent significant financial assets for the Company, the Board and Management assess that realisation of these assets is currently not optimal, partly due to existing lock-up arrangements. The rights issue proposed in the call for the upcoming EGM is intended to provide the financial stability which the Company needs to reach the target of moving into sustainable profits during 2018.

Through the intense ongoing efforts of Management and the Board, we believe we can begin to deliver financial results that are satisfactory for our shareholders.

Tomas Jalling
CEO

Significant events during the quarter

• Seamless Distribution AB appoints new CEO.
  On July 10, the Board of Seamless Distribution AB ("Seamless") has terminated Peter Fredell's employment as CEO of Seamless. Tomas Jalling, who has been employed by Seamless as Head of Legal since December 2012, becomes Seamless' new CEO.
• Seamless Distribution AB appoints new operating Management.
  The new operating Management team, who will work with and support Tomas Jalling as CEO are following: James Connelley, Head of SEQR, Lars Sandtorv, Head of MeaWallet, Radoslaw Kozlowski, Head of Delivery, Martin N. Larsson, Head of Treasury/IR, Martin Schedin, CFO/HR and Geir Norlund, CIO.
• On July 21 the listing of SDS on Nasdaq First North Premier was completed. Through the divestment of SDS, Seamless Distribution AB receives SEK 191million. Seamless Distribution AB remains with a holding of 23.3 % of the shares in SDS corresponding to a value of approximately MSEK 36 per September 30th 2017.
• SEQR Payments AB, part of Seamless Distribution AB, has been approved by Mastercard as an issuer of Mastercard products in Europe. The partnership with Mastercard will enable SEQR to use its e-money license to open up innovative mobile payment opportunities within the European market and to drive forwards its growth agenda within the mobile payments industry.
• Seamless delivers contactless payment solution to a Hungarian Bank.
  MeaWallet A/S ("MeaWallet"), part of Seamless Distribution AB, has signed an agreement with a Hungarian bank for delivery of MeaWallet's proprietary technology for contactless card payments. The bank is one of the major banks in Hungary, a market where more than half of the payment cards in use have contactless capabilities. The solution will enable the bank's clients to perform contactless card payments through the bank´s existing banking application. This means that the subsidiary MeaWallet enters into a new geographical market. Furthermore, the agreement provides proof that the market for mobile payment solutions is developing in the direction that MeaWallet has positioned itself for.
  The total order value in addition to an agreed upfront fee of MSEK 1 is currently unknown, but is estimated to be between MSEK 3 and 5.
• Court rules in favour of Seamless in Accumulate cases. 
• Changes to ownership in Seamless Distribution.
  Seamless Distribution's shareholder Tikvah Management has, after being approved by the Financial Supervisory Authority in Sweden, exercised the option contract entered into with Fredell & Co in June 2017. Following the transaction, Tikvah strengthens its ownership in Seamless, which amounts to 8,604,635 shares or 14.6 % of the votes. \
• Seamless confirms annual savings in excess of MSEK 25.
  Following the Q2 report announcement related to up-coming activities to reduce cash burn, Seamless is pleased to confirm that identified and executed actions will result in annual savings in excess of MSEK 25 instead of previously announced MSEK 15. Management will continue to address the Company's structure in a way that will enable successful delivery of our growth strategy, and also reduce additional expenditures in non-critical areas. 

Significant events after the close of the reporting period

• Seamless considers re-alignment for sustainable growth
  The proposals that are up for consideration are the following:
  1. Phasing out of the B2C offering SEQR, and a renewed focus on B2B offerings, where traction is both strong and accelerating. Phasing out the B2C offering SEQR would preferably be made in the form of a sale. In connection with this, Seamless will follow the business in a new way, i.e. in the following segments: SEQR B2C, SEQR B2B, eProducts and Group Functions.
  2. To fund the growth of B2B, and exit costs of B2C, the Board considers proposing the launch of a rights issue, to be completed before year-end 2017, with the goal to raise MSEK 100 with the following indicative terms:
  - Shareholders in the company on the record date of the issue will receive 1 subscription right for each holding in the company.
  - One subscription will entitle the holder to subscribe for 1 share for SEK 1.80 per share.
   
  The proposals up for consideration are based on the following:
  - The consideration of phasing out SEQR is based on a thorough analysis of competitive advantage and highest probability of success factors. By eliminating the highly cash consuming B2C offering, the company would be able to both bring forward its move into profits, and to focus on the activities where our competitive advantage is most obvious, and sustainable.
  - With a pure B2B focus, Management and the Board believe that Seamless' shareholders would gain exposure to rapid growth, with a lower risk.
  - MeaWallet has proven traction, and is experiencing an accelerating pipeline. MeaWallet is forecast to move into a clear profit making position during 2018. Capital raised from a rights issue would be primarily directed to funding expanded production and sales capacity in MeaWallet.
  - eProducts, currently the company's largest revenue generating activity, has been restructured and refocused after a sustained period of losses. Under new leadership, and with a refreshed product portfolio, we see a rapid move into profit and return on invested capital going forward.
  - Following a rights issue, Seamless would improve its balance sheet, and in possession of substantial realizable financial assets. These funds would enable the company to move more quickly into profit, and to a position of sustainable positive cash flow generation.
• Seamless announces shareholders' support for share issue. 
  The Board of Seamless Distribution wishes to express its gratitude to the Company's four largest shareholders, including the Chairman John Longhurst (together representing over 30 % of the Company's share capital), who confirm their support (and intention to provide written undertakings) for the proposed rights issue, and their support for the strategic initiatives announced by the Board of Seamless.
• Seamless prepares for new CEO and new Chairman.
  On October 25 Seamless Distribution AB ("Seamless") announced that preparations are made to appoint John Longhurst, currently Chairman of the Board, as new CEO of Seamless. The appointment is intended to become effective at the time of the extra general meeting ("EGM") on November 24th 2017.
  The notice for the EGM includes a proposal to appoint Tomas Jalling as new member of the Board. Tomas Jalling, the current CEO, is proposed to become new Chairman of the Board as John Longhurst enters in his new role as Seamless' CEO.
• Notice of extraordinary general meeting in Seamless Distribution AB.
  The shareholders of Seamless Distribution AB (publ) ("Seamless" or "the Company") are summoned to the extraordinary general meeting to be held on Friday November 24th 2017. Decision about following matters is expected to be made:
  - Resolution on change of the Company's trade name and the Articles of Association
  - Resolution regarding equity issue with preferential rights to existing shareholders
• MeaWallet signs new agreement with Norwegian bank.
  MeaWallet AS has signed an agreement with a Norwegian bank for delivery of the Mea Token Platform. Deploying the Mea Token Platform, which is integrated to Mastercard Digital Enablement Service (MDES), will enable the bank's customers to make smartphone payments in store, in app or on line, via any of the OEM Pays (i.e. Apple Pay, Samsung Pay, Fitbit Pay etc.). With a single point of integration to the Mea Token Platform, the bank will open up all of the OEM Pays to its customers. This is the first time MeaWallet deploys a purely OEM Pay solution. The solution will be delivered as a managed service from MeaWallet's data center in Switzerland. As a Norwegian company, signing a domestic bank is a huge validation of MeaWallet's offering and an important reference as MeaWallet builds a strong pipeline of international customers.
• Patent court cases dismissed
  In October 2013, Accumulate AB filed a lawsuit against Seamless Distribution AB for alleged patent infringement. In August 2014, Seamless filed a lawsuit against Accumulate where Seamless claimed that Accumulate's patent should be declared invalid.
  On September 15, 2017, the Swedish Patent and Market Court announced its judgment in both cases. The judgement was appealed to the Swedish Patent and Market Court of Appeal, and the court has now decided to dismiss both cases.
  The reason behind the dismissal is that the parties have reached a settlement on a final regulation of the issues that have been dealt with in the cases. The settlement provides that Seamless has not committed a patent infringement, and that the parties agree that Accumulates patent (SE1050585-7, SE537539) will continue to be valid.
  The settlement also provides for financial compensation to Seamless related to legal costs.
• Peter Fredell has informed the Chairman of the Board, John Longhurst, that Fredell, effective immediately, resigns from Seamless Distribution AB's Board of Directors. 
• Martin N Larsson, Head of Treasury and Investor Relations, has decided to leave Seamless. 

This is the type of information that Seamless Distribution AB (publ) is required to disclose pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on November 15, 2017 at 08:50 a.m. (CET).

For further information, please contact:
Martin Schedin, CFO/IR
martin.schedin@seamless.se +46-8-564-878-00

ABOUT SEAMLESS 

Seamless is one of the world's largest suppliers of payment systems for mobile phones since 2001. Seamless has two main business areas: Mobile payment solutions provided under the trademarks of MeaWallet™ and distribution of eProducts. www.seamless.se

Seamless interim report for the period July – September 2017 has been approved for publication by the Board of Directors, by its decision on November 14, 2017. This financial report has been subjected to a review by the Company's auditors.

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SOURCE Seamless Distribution AB